HomeMy WebLinkAboutCORNERSTONE HOUSING PARTNERS LP+ :+
RECORDING REQUESTED BY:
First American Title - NCS
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Arta, California 92702
Attention: Clerk of the Council
Above This Une for Recorder's Use Only
Amended and Restated Affordability Restrictions on Transfer of Property
Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
) This document is a transfer that is subject to the imposition of documentary transfer tax
( X ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
{ ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
( ) Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE
BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE)
($3.00 Additional recording fee applies)
RECORDING REQUESTED BY:
First American Title - NCS
WHEN RECORDED MAIL DOCUMENT TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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2019000367167 3:20 pm 09/24/19
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Amended and Restated Affordability Restrictions on Transfer of Property
Title of Document
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax
( X ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
( ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1). .
( ) Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE
BUILDING HOMES AND JOBS ACT FEE
(5B-2; AFFORDABLE HOUSING FEE)
($3.00 Additional recording fee applies)
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: Clerk of the Council
N CS—$ }OI q (-A SPACE ABOVE THIS LINE FOR RECORDING USE
FREE RECORDING REQUESTED
[Government Code Section 6103]
AMENDED AND RESTATED AFFORDABILITY RESTRICTIONS
ON TRANSFER OF PROPERTY
(805, 810, 815, 816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California)
THESE AFFORDABLE HOUSING RESTRICTIONS ON TRANSFER OF
PROPERTY (these "Restrictions") are entered into as of September 17, 2019, by and
among and CORNERSTONE HOUSING PARTNERS LP, a California limited
partnership (referred to herein as the "Developer"), and the Housing Authority of the City
of Santa Ana, a public body, corporate and politic (the "Agency").
RECITALS:
A. Developer is the owner of that certain real property located at 805, 810, 815,
816, 825, 828, 835, and 904 S. Minnie Street, Santa Ana, California and commonly referred
to as the Cornerstone Apartments, and legally described in Exhibit A attached hereto and
incorporated herein by reference ("Property").
B. For the purpose of providing one -hundred, twenty-six (126) units of housing,
one hundred twenty-five (125) of which will be affordable to very -low income households
("Assisted Units"), Wakeham-Grant Apartments, L.P. (the "Original Developer") and the
Agency previously entered into the Housing Successor Agency Loan Agreements (as
defined in the Loan Agreement) and the Affordability Restrictions on Transfer of Property
(collectively, the "Original Restrictions") described in Exhibit B.
C. In connection with the Original Developer's sale of the Property to
Developer (the "Sale"), Original Developer and Developer desire to enter into that certain
Assignment and Assumption Agreement (Agency Loan), dated as of the date hereof, by and
between the Original Developer and the Developer to effectuate the assignment of the
Agency Loan Agreements to Developer (the "Assignment"), and the Agency has consented
to such Sale and Assignment.
D. The Agency and Developer have entered into that certain Amended and
Restated Loan Agreement, dated on or about the date hereof (the "Loan Agreement") to
which these Restrictions are attached as Exhibit G, which, along with all of its attachments,
is incorporated herein by this reference (any capitalized term that is not otherwise defined
in these Restrictions shall have the meaning ascribed to such term in the Loan Agreement).
E. In connection with the Assignment, the Agency and Developer desire to
amend and restate the Original Restrictions.
F. The Loan Agreement provides, among other things, for the use of the
Property for affordable housing with all Assisted Units being restricted to Very -Low Income
households, at Affordable Rent(s),
G. The Loan Agreement contains certain provisions relating to the use of the
Property.
NOW, THEREFORE, AGENCY AND DEVELOPER COVENANT AND
AGREE AS FOLLOWS:
1. The Restrictions amend, restate and supersede in their entirety the Original
Restrictions. Developer covenants and agrees (for itself, its successors, its assigns, and
every successor in interest to the Property or any part thereof) that Developer, such
successors, and such assigns shall use the Property exclusively to provide affordable
housing of Very -Low Income households, as provided in these Restrictions and in the
Loan Agreement.
2. Developer, for itself and its successors and assigns, hereby covenants and
agrees that all of the apartments in the Property (less one manager's unit) (the "Units")
shall be rented exclusively, at Affordable Rent, to Very -Low Income households to the
extent provided for herein. Area median income levels and Affordable Rents are subject
to adjustment from time to time as provided in Section 3 below.
3. AFFORDABILITY REQUIREMENTS, USE AND MAINTENANCE OF THE
PROPERTY
3.1 Use Covenants and Restrictions
A. Developer agrees and covenants, which covenants shall run with the land and bind
Developer, its successors, its assigns and every successor in interest to the Property that
Developer will make all rental units on the Property available to very low-income households
at rents affordable to such households for fifty-five (55) years from the issuance of the
Certificate of Completion. The Agency permits the Developer to limit the eligibility and/or
give preference to a particular segment of the population in accordance with 24 CFR 92.253(d)
B. The Project shall consist of one -hundred, twenty-six (126) units, including one (1)
on -site manager's unit(s).
C. Rental increases shall be in conformance with federal and state law.
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D. Developer must have a written lease between tenant and owner for a period of at least
one year, unless a shorter period is mutually agreed upon.
3.2 Affordability Levels/Unit Hx:
All affordable rents in the Project shall be governed by the rents published annually by the
California Tax Credit Allocation Committee for households at 50% Area Median Income
(as defined in the Loan Agreement).
Utility allowances must be deducted from the Maximum Gross Monthly Rent. The Housing
Authority of the City of Santa Ana publishes the Utility Allowance Schedule.
3.3 Rent Increases: On an annual basis, the Agency shall provide Developer with the
maximum allowable schedule of rents for the Property in accordance with changes in
allowable rent and income tables published by the California Tax Credit Allocation
Committee (TCAC). In no event can Developer charge any tenant more than such amount.
The Agency will make all best efforts to provide Developer with the maximum allowable
schedule of rents within no more than 30 calendar days after the date TCAC publishes the
allowable rent and income tables.
4. Developer, its successors and assigns shall not charge rents for the Units in excess
of the amounts set forth herein, as adjusted on the basis of the revised schedules of area
median incomes issued from time -to -time by HUD. The Agency shall notify Developer in
writing of the adjusted allowable maximum incomes and rents.
5. Developer shall adopt and include as part of its Management Plan (described in
Section I I below), written tenant selection policies and criteria for the Units, that meet the
following requirements:
(a) Are consistent with the purpose of providing housing for Very -Low
Income households;
(b) Are reasonably related to program eligibility and the applicants'
ability to perform the obligations of the lease;
(c) Provide for:
(i) The selection of tenants from a written waiting list in the
chronological order of their application, insofar as is practicable; and
(ii) The prompt written notification to any rejected applicant of
the grounds for any rejection;
(d) Subject to compliance with applicable California and federal fair
housing laws, local preference for Santa Ana residents and workers in tenant selection
shall be a requirement of the Project. Subject to applicable laws and regulations governing
nondiscrimination and preferences in housing occupancy required by HUD or the State of
California, as well as the City of Santa Ana Affordable Housing Funds Policies and
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Procedures, the Developer shall give preference in leasing units in the following order of
priority:
1. First priority shall be given to persons who have been
permanently displaced or face permanent displacement from
housing in Santa Ana as a result of any of the following:
a. A redevelopment project undertaken pursuant to
California's Community Redevelopment Law (Health &
Safety Code Sections 33000, et seq.) -- applicable only
to projects funded by the Low and Moderate Income
Housing Asset Fund.
b. Ellis Act, owner -occupancy, or removal permit eviction;
c. Earthquake, fire, flood, or other natural disaster;
d. Cancellation of a Housing Choice Voucher HAP
Contract by property owner; or
e. Governmental Action, such as Code Enforcement.
2. Second priority shall be given to persons who are either:
a. Residents of Santa Ana and/or
b. Working in Santa Ana at least 32 hours per week for at
least the last 6 months.
(e) Carry out the Affirmative Marketing procedures of the City of Santa
Ana, which are designed to provide information and otherwise attract eligible persons
from all racial, ethnic and gender groups in the housing market area to the units.
Developer shall cooperate with the Agency to effectuate this provision prior to the initial
renting, or upon occurrence of a vacancy, and the re -renting of any Restricted Units (24
CFR 92.351).
6. Developer, its successors and assigns, shall not refuse to lease a unit to a
holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or
to a holder of a comparable document evidencing participation in a HOME tenant -based
assistance program because of the status of the prospective tenant as a holder of such
certificate of family participation, rental voucher, or comparable HOME tenant -based
rental assistance document. Total rents charged to the tenant for the tenant's share of rent
shall not exceed the allowable rents as described above.
7. Any lease of any of the units must be for not less than one year, unless by
mutual agreement between the tenant and the Developer. Should the tenant and Developer
agree to a term of less than one year, said agreement shall be expressed in some type of
written form, signed by the tenant, and maintained in the tenant's rental file held by the
Developer. The lease may not contain any of the following provisions (in which
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references to "owner" shall mean the Developer, its successors or assigns):
(a) Agreement by the tenant to be sued, to admit guilt, or to a judgment
in favor of the owner in a lawsuit brought in connection with the lease;
(b) Agreement by the tenant that the owner may take, hold, or sell
personal property of household members without notice to the tenant and a court decision
on the rights of the parties. This prohibition, however, does not apply to an agreement by
the tenant concerning disposition of personal property remaining in the housing Unit after
the tenant has moved out of the Unit. The owner may dispose of this personal property in
accordance with state law;
(c) Agreement by the tenant not to hold the owner or the owner's agent
legally responsible for any action or failure to act, whether intentional or negligent;
(d) Agreement of the tenant that the owner may institute a lawsuit
without notice to the tenant;
(e) Agreement by the tenant that the owner may evict the tenant or
household members without instituting a civil court proceeding in which the tenant has the
opportunity to present a defense, or before a court decision on the rights of the parties;
(0 Agreement by the tenant to waive any right to a trial by jury;
(g) Agreement by the tenant to waive the tenant's right to appeal, or to
otherwise challenge in court, a court decision in connection with the lease; and
(h) Agreement by the tenant to pay attorney's fees or other legal costs
even if the tenant wins in a court proceeding by the owner against the tenant. The tenant,
however, may be obligated to pay costs if the tenant loses.
8. Developer, its successors or assigns, must adhere to state law requirements
with regard to termination of tenancy.
9. Developer shall maintain the improvements on the Property in compliance
with all applicable housing quality standards [24CFR 92.504 (c)(6)] and state and local
code requirements (California Health and Safety Code section 33418), and shall keep the
Property free from any unreasonable accumulation of debris or waste materials.
Developer shall also maintain in a healthy condition any landscaping planted on the
Property.
10. Developer covenants and agrees for itself, its successors, its assigns and
every successor in interest to the Property or any part thereof, there shall be no
discrimination against or segregation of any person, or group of persons, on account of
race, color, creed, religion, sex, mental or physical disability, marital status, national origin
or ancestry in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the Property
nor shall the Developer itself or any person claiming under or through it establish or
permit any such practice or practices of discrimination or segregation with reference to the
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selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or
vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the
Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age
Discrimination Act of 1975, and all implementing regulations.
11. Not later than five (5) business days prior to the execution of the
documents, Developer shall submit to the Executive Director a Management Plan in a
form that is acceptable to the Executive Director, including, but not limited to, the
components listed below. Approval of the Management Plan must be obtained from the
Executive Director not later than the time for the Closing. Developer shall manage the
Assisted Units in accordance with the approved Management Plan, including such
amendments as may be approved in writing from time to time by the Executive Director,
for the term of the income and rent restrictions contained in these Restrictions. The
components of the Management Plan shall include:
(a) Management Agent. Developer shall submit the name and
qualifications of the proposed Management Agent. The Executive Director shall approve
or disapprove the proposed Management Agent in writing based on the experience and
qualifications of the Management Agent.
(b) Management Agreement. Developer shall submit a copy of the
proposed management agreement specifying the amount of the management fee, and the
relationship and division of responsibilities between Developer and Management Agent.
(c) Annual Budget and Projected Cash Flows. Prior to the Closing,
and annually thereafter not later than ninety (90) days after the close of each calendar year
thereafter until the Loan is repaid in full, Developer shall submit a projected operating
budget and cash flow to the Executive Director. The budget and cash flow shall be in a
form that is acceptable to the Executive Director.
(d) Tenant Selection Policies. Developer shall include in the
Management Plan the tenant selection policies in accordance with Section 5, above.
12. If at any time the Agency determines that the units are not being managed
or maintained in accordance with the approved Management Plan, the Agency shall send
the Developer a detailed description of the management deficiencies (a "Deficiency
Notice"). If the deficiencies set forth in the Deficiency Notice are not cured within thirty
(30) days (or such longer period as may be reasonably required to cure the deficiency), the
Executive Director may require Developer to change management practices or to
terminate the management contract and designate and retain a different management agent.
The management agreement shall provide that it is subject to termination by Developer
without penalty, upon thirty (30) days prior written notice, at the direction of the Executive
Director upon failure to cure a Deficiency Notice within the time period specified above.
Within ten (10) days following a direction of the Executive Director to replace the
management agent in accordance with the terms hereof, the Developer shall select another
management agent or make other arrangements satisfactory to the Executive Director or
designee for continuing management of the units.
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13. The covenants established in these Restrictions and any amendments hereto
approved by the Agency and Developer shall, without regard to technical classification
and designation, be binding for the benefit and in favor of the Agency and their respective
successors and assigns. These Restrictions shall remain in effect for fifty-five (55) years.
In its discretion, the Agency may defer repayment of the Agency Loan or the Agency may
agree to such reasonable modifications to the requirements of these Restrictions, as they
may determine are necessary for the continued maintenance and operation of the Assisted
Units. The covenants against discrimination shall remain in effect for the period of these
Restrictions.
14. Developer shall not request disbursement of Agency funds until the funds
are needed to pay eligible costs. The Agency shall have the right to disapprove any
request if the Agency determines the request is for an ineligible item or is otherwise not in
compliance with or inconsistent with the Loan Agreement and these Restrictions [24 CFR
92.504 (c)(10)].
15. [RESERVED]
16. If an event of default occurs under the terms of these Restrictions, prior to
exercising any remedies hereunder, Agency shall give Developer written notice of such
default. If the default is reasonably capable of being cured within thirty (30) days,
Developer shall have such period to effect a cure prior to exercise of remedies by the
Agency under these Restrictions. If the default is such that it is not reasonably capable of
being cured within thirty (30) days, and Developer (i) initiates corrective action within
said period, and (ii) diligently, continually, and in good faith works to effect a cure as soon
as possible, then Developer shall have such additional time as is reasonably necessary to
cure the default prior to exercise of any remedies by Agency.
The Agency is a beneficiary of the terms and provisions of these
Restrictions and the covenants herein, both for and in their own right and for the purposes
of protecting the interests of the community and other parties, public or private, for whose
benefit these Restrictions and the covenants running with the land have been provided.
Upon the occurrence of an event of default and the expiration of the notice and cure period
specified above, the Agency shall have the right to exercise all rights and remedies, and to
maintain any actions or suits at law or in equity or other proper proceedings to enforce the
curing of such breaches to which they or any other beneficiaries of these Restrictions and
covenants are entitled.
17. The covenants and agreements contained herein shall ran with the land and
not be personal obligations of Developer. Upon the sale, conveyance or other transfer of
the Property (a "Transfer") and the assumption of the obligations hereunder by a
transferee, Developer's liability for performance shall be terminated as to any obligation to
be performed hereunder after the date of such Transfer.
18. The Loan Agreement and all of its attachments shall be enforceable by
Agency in accordance with the terms thereof. Each of the Loan Agreement, these
Restrictions, the Housing Successor Agency Loan Note and the Housing Successor
Agency Loan Deed of Trust provide a means of enforcement by the Agency if Developer
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IN WITNESS WHEREOF, the parties hereto have caused these Amended and Restated
Affordability Restrictions on Transfer of Property to be executed on the date set forth
hereinabove.
ATTEST:
Daisy Gomez`
Recording Secretary
APPROVED AS TO FORM
Sonia R. Carvalho
0
Attorney
THE HOUSING AUTHORITY OF
THE CITY OF SANTA ANA
Steven A. Mendoza
Executive Director
(Signatures continue on followingpage)
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Orange )
On September 18, 2019 before me, Claudia M. Fernandez -Shaw, Notary Public
(insert name and title of the officer)
personally appeared Steven A. Mendoza
who proved tome on the basis of satisfactory evidence to be the erson whose nam
subscribed to the within instrument and acknowlec�ed to me th=heAhey executed -the same in
�e+r; authorized capacity(igb'), and that by-hWhentV signature on the instrument the
persorim, or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
MUDIA M. FERNANDEZ-SHAW
Notary Public— California
Orance County
Commission a 2228084
My Comm. Expires Jan 25, 2022
DEVELOPER:
CORNERSTONE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-Cornerstone II, LLC,
a California limited liability company,
its Managing General Partner
By: Jamboree Housing Corporation,
a California non-profit public benefit corporation,
its Managing embe
i
By:—�
Name: A r l /6'I qb S �
Title: C.t1 r CY 041 Lppmc ,'I LW 1 eV\ -
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA
COUNTY OF CkkGu^ )
On �C'W6 ,before me, �tNSfA McAOI'�
a notary public,appeared m i u. ".'t /,4U Sf i e
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
LARISSA MEDELLIN
�A� �'Notary Public - California
Signature s <> (r'� ✓-C` r (SEAL) I ;-o V Orange County z
Z Commission # 2153187
My Comm. Expires Jun 11, 2020
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EXHIBITS
A. Legal Description
B. Affordability Restrictions on Transfer of Property (the "Original Restrictions")
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Legal Description
The Land referred to herein below is situated in the City of Santa Ana, County of Orange, State of California, and is
described as follows:
PARCEL ONE:
LOTS 7 THROUGH 13 INCLUSIVE OF TRACT 3547 IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 138, PAGES 32 AND 33 OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID ORANGE COUNTY.
PARCEL TWO:
PARCEL 1 OF "LOT MERGER NO. 2019-08" RECORDED AUGUST 02, 2019 AS INSTRUMENT NO. 2019000282886 OF
OFFICIAL RECORDS.
PARCEL THREE:
PARCEL 1 OF "LOT MERGER NO. 2019-10" RECORDED AUGUST 02, 2019 AS INSTRUMENT NO. 2019000282887 OF
OFFICIAL RECORDS.
For conveyancing purposes only: APN 404-033-01 (Affects portion of Parcel Two)
APN: 404-033-02 (Affects portion of Parcel Two)
APN: 404-032-01 (Affects portion of Parcel Three)
APN: 404-032-02 (Affects portion of Parcel Three)
APN: 404-031-03 (Affects Lots 8 and 9 of Parcel One)
APN: 404-031-01 (Affects Lots 12 and 13 of Parcel One)
APN: 404-031-04 (Affects Lot 7 of Parcel One)
APN: 404-031-02 (Affects Lots 10 and 11 of Parcel One)
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